Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
June 26 2020 - 5:02PM
Edgar (US Regulatory)
Filed Pursuant
to Rule 424(b)(3)
Registration
Statement No. 333-225995
Prospectus Supplement No. 2
(to Prospectus dated September 28,
2018 and Prospectus Supplement No. 1 dated August 2, 2019)
BRAINSTORM CELL
THERAPEUTICS INC.
2,458,201 Shares
of Common Stock
This prospectus
supplement, together with the prospectus listed above, is to be used by certain holders of the above-referenced securities or by
their pledgees, donees, transferees or other successors-in-interest in connection with the offer and sale of such securities.
This prospectus
supplement updates and should be read in conjunction with the prospectus dated September 28, 2018 (as supplemented to date), which
is to be delivered with this prospectus supplement. Such documents contain information that should be considered when making your
investment decision. To the extent there is a discrepancy between the information contained herein and the information in the prospectus,
the information contained herein supersedes and replaces such conflicting information.
This prospectus
supplement consists of the below supplement to the Selling Securityholders of the prospectus.
Our common stock
is traded on the Nasdaq Capital Market, under the symbol “BCLI”. On June 25, 2020, the last reported sales price for
our common stock was $11.72 per share.
Investing in
the Company’s securities involves risks. See “Risk Factors” beginning on page 5 of the Prospectus, as supplemented
or amended by the prospectus supplements filed to date, to read about factors you should consider.
NEITHER THE
SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this
Prospectus Supplement No. 2 is June 26, 2020
The Selling Securityholders table on page 7 of the Prospectus
is supplemented by including the following additional information:
|
|
Securities Beneficially
Owned
Prior to the Offering
|
|
Securities Offered Hereby
|
|
Securities Beneficially
Owned
After this Offering
|
|
Percentage of
Common
Stock
Owned After
this Offering
|
Name
|
|
Common
Stock
|
|
Warrants
|
|
Common
Stock
|
|
Common
Stock
underlying
Warrants
|
|
Common
Stock
|
|
Warrants
|
|
|
Warberg WF VII LP
|
|
—
|
|
58,000**
|
|
—
|
|
58,000**
|
|
—
|
|
—
|
|
*
|
OTA LLC
|
|
—
|
|
300,000***
|
|
—
|
|
300,000***
|
|
—
|
|
—
|
|
1.0%
|
* Less than 1%
** Consists of Warrants assigned to Warberg WF VII LP, previously
held by Selling Securityholder Warberg WF V LP.
*** Consists of Warrants assigned to OTA LLC, previously held
by Selling Securityholder AIGH Investment Partners LP
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